Exhibit
10.4


 


PROFESSIONAL
SERVICES


 


	BETWEEN:	Rainmaker
    Worldwide Inc.
	 	4625
    Nevso Drive
	 	Las
    Vegas, Nevada
	 	89103
    United States
	 	(hereinafter
    referred to as the “CUSTOMER”)
	 	 
	AND:	Kawartha
    Entertainment Group Inc.
	 	286
    George Street, North
	 	Peterborough,
    Ontario K9J 3H2
	 	Canada
	 	(hereinafter
    referred to as “VENDOR”)
	 	 
	 	(CUSTOMER
    and VENDOR hereinafter collectively referred to as the “Parties”)


 


PREAMBLE


 


WHEREAS
CUSTOMER wishes to retain the services of VENDOR for the purpose of performing certain services described below;


 


WHEREAS
the VENDOR, for good and valuable consideration, agrees to provide CUSTOMER the services described below;


 


WHEREAS
the Parties wish to confirm their agreement in writing;


 


WHEREAS
the Parties are duly authorized and have the capacity to enter into and execute this Agreement;


 


NOW
THEREFORE, THE PARTIES AGREE AS FOLLOWS:


 


1.00
PREAMBLE


 


The
preamble forms an integral part of this Agreement.


 


2.00
SCOPE


 


2.01
Services


 


VENDOR
undertakes to provide CUSTOMER the services further described in the specifications agreed to in Schedule A of this Agreement (hereafter
referred to as the “Specifications”).


 


3.00
CONSIDERATION


 


3.01
Price


 


With
respect to the services to be provided, the CUSTOMER shall pay VENDOR the price indicated in the Specifications, plus any applicable
taxes.


 


3.02
Billing


 


VENDOR
shall send all invoices to CUSTOMER’s address indicated in the Specifications or to any other address CUSTOMER may communicate
to VENDOR following the signing of this Agreement.


 


3.03
Terms and Conditions of Payment


 


The
price is payable by CUSTOMER to VENDOR according to the terms and conditions of payment indicated in the Specifications.


 


4.00
SPECIAL PROVISIONS


 


4.01
Parties’ Representatives


 


Each
party acknowledges that the person appointed in the Specifications (or any substitute following a notice sent to the other party to that
effect) represents that party and has full power to act, make decisions, and give the required authorizations with respect to the execution
of this Agreement.


 




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4.02
CUSTOMER’s Obligations


 


CUSTOMER
undertakes and binds himself towards VENDOR as follows:


 


a)
CUSTOMER shall collaborate with VENDOR and provide all the required information, data, documentation, consents and directives necessary
to ensure the execution of the Services to be provided;


c)
CUSTOMER may not transfer to a third party any of his rights under this Agreement without the prior written consent of VENDOR;


d)
CUSTOMER shall pay VENDOR for the Services and for any additional services that he may request after the signing of this Agreement, according
to the terms and conditions of payment stated in the Specifications.


 


4.03
VENDOR’S Obligations


 


VENDOR
undertakes and binds himself towards CUSTOMER as follows:


 


a)
VENDOR shall use its best efforts to carry out the terms of this agreement and will provide the services of qualified personnel as well
as back-up personnel, whenever the need arises;


b)
VENDOR shall perform the services with care, skill, diligence and efficiency, and as further described in Schedule B of this Agreement
(hereafter referred to as the “General conditions”);


 


4.04
Intellectual Property


 


All
of the CUSTOMERS’ Trademarks are the exclusive property of the CUSTOMER and the CUSTOMER grants the VENDOR the right to us these
Trademarks for the sole purpose of delivering this contract. Any modifications, invention, discovery or improvement conceived by the
VENDOR personnel within the framework of the present contract shall be the property of the VENDOR. VENDOR shall grant the CUSTOMER a
license for the use of any patents, copyrights or proprietary claims arising from such discoveries which will be irrevocable, world-wide,
non-exclusive, non-transferable and free from any encumbrances limited to its use according to the needs of the CUSTOMER.


 


4.05
Confidentiality and Non- Disclosure


 


VENDOR
acknowledges that some information elements provided and to be provided by CUSTOMER are, or may be, of considerable strategic importance
to the latter and therefore become a trade secret for the purposes of this Agreement. Consequently, VENDOR binds himself towards CUSTOMER:


 


a)
to keep confidential and not disclose the information elements;


b)
to take and implement all appropriate measures to maintain the confidential nature of the information elements;


c)
not to communicate, transmit, exploit, or otherwise make use of the information elements for his own account or for that of a third party;


d)
to take all appropriate measures to ensure that VENDOR’s partners, shareholders, directors, representatives, agents, mandatories,
managers, employees and persons with whom he may be associated, maintain the confidential nature of the information elements, for and
to the exclusive benefit of CUSTOMER.


 


4.06
Commitment Not to Solicit Employees


 


Each
party binds himself not to solicit, hire, employ or otherwise retain the services, directly or indirectly, of any employee of the other
party. This commitment is valid for the term of this Agreement and for a period of twelve (12) months following its termination. If a
party fails to fulfill this obligation, it shall immediately pay to the other party, as a penalty, a sum equivalent to six (6) months
of that employee’s salary at the time of default.


 




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4.07
Useful Information


 


CUSTOMER
acknowledges that VENDOR provided him with all useful information concerning the Services to be provided, before the signing of this
Agreement.


 


4.08
Means of Execution


 


Save
and except for the fulfillment of the obligations stated in the Specifications, VENDOR is free to choose how he will execute this Agreement
and he is not in any way subordinated to CUSTOMER as to the means of execution of this Agreement.


 


4.09
Subcontracting


 


Unless
otherwise agreed upon by the parties, VENDOR may only employ the person identified in the Schedule A to carry out this Agreement.


 


4.10
Additional Services


 


If
CUSTOMER requests additional services from VENDOR and the latter agrees, a change request in relation to the said additional services
shall be prepared by VENDOR and signed by CUSTOMER.


 


4.11
Warranty


 


VENDOR’s
sole warrantee is that it shall take all reasonable measures to ensure that it’s Services are performed in an efficient and professional
manner, according to generally recognized industry standards and according to Specifications.


 


4.12
Limitation of Liability


 


Save
and except for a serious fault on his part, VENDOR shall not be liable towards CUSTOMER for any fault and ensuing damages loss of profit
or loss of business opportunities, whether direct or indirect, resulting from the performance of the Services by the VENDOR;


 


4.13
Interests


 


Any
amount due to VENDOR shall bear interest at a rate of twelve per cent (12%) annually from the expiry date of the terms of payment.


 


4.14
Rate Modification or Additional Tax


 


If
the rate of any applicable tax changes, or if a new tax is introduced during the term of this Agreement, such rate or such new tax becomes
applicable, and the total price shall be adjusted accordingly.


 


4.15
Cancellation of the Agreement


 


CUSTOMER
or VENDOR may at any time cancel this Agreement upon written notice being given to the other party and received at least thirty (30)
days prior to the effective cancellation date. Nevertheless, the CUSTOMER shall remain liable for the payment of the Services and other
services provided by VENDOR until the effective cancellation date, without any reduction or remittance.


 


5.00
GENERAL PROVISIONS


 


Unless
otherwise stated in this Agreement, the following provisions apply.


 




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5.01
“Force Majeure”


 


Neither
party shall be considered in default of this Agreement if the fulfillment of all or part of its obligations are delayed or prevented
due to “force majeure”.


 


5.02
Severability


 


If
any section, paragraph, or provision (in all or in part) in this Agreement is held invalid or unenforceable, it shall not, in any way,
have any effect on any other section, paragraph or provision in this Agreement, nor on the remaining section, paragraph, or provision
unless otherwise clearly provided for under this Agreement.


 


5.03
Notices


 


Any
notice intended for either party is deemed to be validly given if it is done in writing and sent by registered or certified mail, by
bailiff, by email or by courier service to such party’s address as stated in this Agreement, or to any other address that the concerned
party may have notified in writing to the other party. A copy of any notice sent by e-mail shall also be sent according to one of the
above-mentioned delivery modes.


 


5.04
Headings


 


The
headings in this Agreement are used only for reference and convenience purposes; they do not modify in any manner the significance or
the object of the provisions they designate.


 


5.05
Schedules


 


Whenever
the Schedules of this Agreement are duly initialed by all Parties, they are considered as an integral part of this Agreement.


 


5.06
Non-Waiver


 


The
apathy, negligence or tardiness of a party to use a right or a recourse provided for under this Agreement shall not, in any case, be
considered as a renunciation to such right or recourse.


 


5.07
Cumulative Rights


 


All
rights mentioned in this Agreement are cumulative and non-alternative. The waiving of a right shall not be interpreted as waiving any
other right.


 


5.08
Entire Agreement


 


This
Agreement constitutes the entire agreement entered into between the Parties. Declarations, representations, promises or conditions other
than those stated in this Agreement cannot be construed in any way as to contradict, modify or affect the provisions of this Agreement.


 


5.09
Amendment


 


This
Agreement cannot be amended or modified except by another written document duly signed by all Parties.


 


5.10
Non-Transfer


 


Neither
of the Parties shall assign, transfer nor convey, in any way, his rights in this Agreement to any third party without first obtaining
the written consent of the other.


 




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5.11
Computation of Time


 


In
all computations of time periods under this Agreement:


 


a)
the first day of the period shall not be taken into account, but the last one shall be;


b)
the non-juridical days i.e. Saturdays, Sundays and public holidays shall be taken into account;


c)
whenever the last day is a non-juridical one, the period shall be extended to the next juridical day.


 


5.12
Currency


 


The
currency used for purposes of this Agreement shall be in USD dollars.


 


5.13
Governing Law


 


This
Agreement shall be construed and enforced in accordance with the laws in force in the province of Ontario.


 


5.14
Election of Domicile


 


The
Parties agree to elect domicile in the judicial district of Peterborough, Ontario for the hearing of any claim arising from the interpretation,
application, completion, term, validity and effects of this Agreement.


 


5.15
Numerous Copies


 


Each
copy of this Agreement is considered as an original whenever duly initialed and signed by all Parties, it being understood however that
all of these copies refer to the one and same Agreement.


 


5.16
Successors


 


This
Agreement binds the Parties hereto as well as their respective successors, heirs and assigns.


 


5.17
Joint and Several Liability


 


Whenever
one of the Parties is constituted of two or more persons, these persons are jointly and severally obligated and liable towards the other
party.


 


5.18
Elapsed Time


 


Whenever
one of the Parties fails to fulfill an obligation under this Agreement within a limited period of time, the mere lapse of time passing
by shall constitute a formal notice of default to the said party.


 


5.19
Language


 


The
Parties hereto have expressly agreed that this Agreement as well as all other documents relating thereto, be drawn up in the English
language only. Les parties ont expressement convenu que ce contrat de meme que tous les documents s’y rattachant soient rediges
en anglais seulement.


 


6.00
TERM OF THE AGREEMENT


 


The
term of this Agreement is the one stated in the Specifications.


 




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7.00
TERMINATION


 


This
Agreement shall terminate in any of the following circumstances:


 


a)
upon the arrival of the date determined in the Specifications;


b)
upon a written consent by the Parties;


c)
in case of cancellation, as foreseen in this Agreement;


d)
in case of bankruptcy, insolvency or business interruption of any of the Parties.


 


Nevertheless,
the termination of this Agreement shall not, as a consequence, affect the rights or obligations of a party, namely those stated in the
confidentiality and intellectual property provisions.


 


8.00
ACKNOWLEDGEMENT BY THE PARTIES


 


The
parties hereby acknowledge that:


 


a)
prior to the drafting of this agreement, due negotiations have taken place between them;


b)
this agreement truly and completely defines the agreement reached between them;


c)
all and each one of the provisions in this agreement are legible;


d)
the understanding of the aforesaid provisions causes no difficulty whatsoever;


e)
before signing this agreement, each party had the opportunity to consult a legal adviser;


f)
each party has retained a copy of this agreement immediately after it has been signed by all parties.


 


Date:
January 1, 2021


 


	CUSTOMER	 	VENDOR
	 	 	 	 	 
	 	 	 	 	 
	Name:
    	Michael
    O’Connor	 	Name:	Catia
    Skinner
	Position:	CEO/Director	 	Position:	CEO


 


SCHEDULE
“A” - SPECIFICATIONS


 


	1)
    Parties’ Representatives	 
	 	 	 	 	 
	 	●	CUSTOMER’s
    Representative:	 	Michael
    O’Connor
	 	 	●	E-Mail
    Address:	 	moconnor@rainmakerww.com
	 	 	●	Telephone
    Number:	 	(647)
    700-0014
	 	 	 	 	 	 
	 	●	VENDOR’s
    Representative:	 	Catia
    DaSilva
	 	 	●	E-Mail
    Address:	 	cskinner@megaexperience.ca
	 	 	●	Telephone
    Number:	 	(705)
    243-6989


 


2)
Services


 


Marketing
and communication services.


 


3)
Price


 


VP
Marketing: $100.00 / hr


Video
/ Graphic Designer: $100.00 / hr


Marketing
Coordinator I Copywriter / Social Media: $50.00 / hr,


 


Minimum
monthly retainer of: $2,500.00 billed at the end of the month.


 




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4)
Billing Address


 


	 	●	_X_	E-mail
    Address:	kwhite@rainmakerw1w.com
	 	●	 	Postal
    Address:
	 	●	_	As
    stated at the beginning of this Agreement.
	 	●	_	Other
    (specify):	...............................................


 


5)
Terms and Conditions of Payment


 


	 	●	Fees
    for services are payable:
	 	 	●	 	Prior
    to start date
	 	 	●	_X_	Upon
    reception of invoice
	 	 	●	_	Net
    ............ ( ) days
	 	 	●	_	Other
    (specify):


 


6)
Term of Agreement


 


	 	●	Services
    shall be provided by VENDOR beginning on the day of January 2021 and ending no later than the 31st day of December
    2021.


 


SCHEDULE
“B” - GENERAL CONDITIONS


 


1)
Quality Control


 


VENDOR
has always placed great priority on quality control. For projects where VENDOR has the major responsibility, our Quality Assurance Methodology
will be appropriately applied.


 


2)
Continuity of Personnel


 


VENDOR
guarantees qualified and professional back-up personnel should the need arise.


 


3)
Service Hours


 


The
typical working day consists of 7 hours (35 hours per week) Monday to Friday.


 




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